Business Context and Reporting Period
This Form 8-K Current Report was filed by Compass Diversified Holdings and Compass Group Diversified Holdings LLC on February 23, 2026. The filing reports the entry into a material definitive agreement: an Eighth Amended and Restated Management Services Agreement between the Company and its Manager, Compass Group Management LLC.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on the terms of the amended management agreement rather than financial performance data.
Material Changes and Agreement Terms
The Eighth Amended and Restated Management Services Agreement introduces several material changes to the relationship between the Company and the Manager:
- Over-paid Fees: The Manager must repay over-paid management fees on applicable payment dates unless the Company provides written consent otherwise.
- Company Paid Amounts: The Company may elect to pay the Manager all or a portion of due management fees even if over-paid fees remain outstanding, provided these amounts bear agreed-upon interest.
- Outsourcing Adjustments: If the Company outsources services to a third party, management fees will be reduced on a dollar-for-dollar basis by the fees paid for those specific outsourced services.
- Staffing Requirements: Individuals seconded from the Manager must serve on a substantially full-time basis and cannot devote material time to other activities without Company approval.
- Authority and Indemnification: The Board may prohibit specific individuals from providing services, and Manager employees cannot bind the Company without authorization. The Manager must indemnify the Company to substantially the same extent as the Company indemnifies the Manager.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, financial outlook, or management commentary regarding future performance. The primary risk disclosed relates to the governance and financial terms of the management relationship, specifically the handling of over-paid fees and the potential reduction of fees due to outsourcing.
Investor Verification Checklist
- Review the full text of the Eighth Amended and Restated Management Services Agreement (Exhibit 10.1) for specific interest rates on "Company Paid Amounts."
- Verify the current balance of over-paid management fees to assess the immediate repayment obligation.
- Monitor future filings for any instances of outsourced services that may trigger dollar-for-dollar fee reductions.
- Confirm the Company's discretion in electing to pay fees despite outstanding over-payments.